Exhibit

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	3Q18

MB FINANCIAL, INC. REPORTS THIRD QUARTER 2018 NET INCOME

CHICAGO, October 23, 2018 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced third quarter 2018 net income of $42.7 million compared to $38.5 million last quarter and $60.8 million in the third quarter a year ago. Diluted earnings per common share were $0.47 in the third quarter of 2018 compared to $0.42 last quarter and $0.69 in the third quarter a year ago.

Operating Earnings (in thousands, except per share data)

The table below reconciles net income, as reported, to operating earnings excluding our Mortgage Banking Segment. As previously announced, we have discontinued our national mortgage origination business (substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area). Therefore, we believe operating earnings excluding our Mortgage Banking Segment better reflect our primary operations until the wind down of the segment is complete, as we are retaining the mortgage servicing asset, residential mortgage loans on our balance sheet, and Chicagoland area originations.



														Nine Months Ended
														September 30,
	3Q18		2Q18			1Q18			4Q17			3Q17		2018			2017
Net income - as reported	$	42,714	$	38,533		$	56,757		$	144,194		$	60,843	$	138,004		$	159,846
Non-core items, net of tax ⁽¹⁾	12,889		18,679			614			(96,814		)	1,942		32,182			3,876
Operating earnings	55,603		57,212			57,371			47,380			62,785		170,186			163,722
Operating earnings (loss) - Mortgage Banking Segment	1,067		(3,359		)	(295		)	(815		)	2,217		(2,587		)	6,309
Operating earnings, excluding Mortgage Banking Segment	54,536		60,571			57,666			48,195			60,568		172,773			157,413
Dividends on preferred shares	3,000		3,000			3,100			2,000			2,002		9,100			6,007
Operating earnings available to common stockholders, excluding Mortgage Banking Segment	$	51,536	$	57,571		$	54,566		$	46,195		$	58,566	$	163,673		$	151,406
Diluted earnings per common share - as reported ^{(2) (3)}	$	0.47	$	0.42		$	0.81		$	1.67		$	0.69	$	1.69		$	1.81
Diluted operating earnings per common share, excluding Mortgage Banking Segment	$	0.60	$	0.68		$	0.64		$	0.54		$	0.69	$	1.92		$	1.79

⁽¹⁾

Non-core items represent the difference between non-core non-interest income and non-core non-interest expense net of tax as well as other non-core tax items. See "Non-GAAP Financial Information" section for details on non-core items starting on page 25. Non-core items for the third quarter of 2018 include approximately $7 million, net of tax, related to the discontinuation of our national mortgage origination business and approximately $3 million, net of tax, related to the pending merger with Fifth Third Bancorp ("Fifth Third"). Non-core items for the second quarter of 2018 include approximately $14 million, net of tax, related to the discontinuation of our national mortgage origination business and approximately $5 million, net of tax, related to the pending merger with Fifth Third.


⁽²⁾	The $0.81 diluted earnings per common share in the first quarter of 2018 were positively impacted by a $15.3 million, or $0.18 per common share, return from preferred stockholders due to the redemption of our 8% Series A non-cumulative perpetual preferred stock. The $15.3 million represents the excess carrying amount over the redemption price of the Series A preferred stock.


⁽³⁾	The $1.67 diluted earnings per common share in the fourth quarter of 2017 were positively impacted by a $104.2 million, or $1.23 per common share, tax benefit due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act").

Key Items (compared to 2Q18)

Pending Merger

On May 20, 2018, we signed a definitive merger agreement with Fifth Third. We received the necessary stockholder approvals on September 18, 2018. The merger remains subject to regulatory approvals and other customary closing conditions.

Operating Earnings

•

Operating earnings, excluding the Mortgage Banking Segment, decreased $6.0 million, or 10.0%, to $54.5 million compared to the prior quarter. This decrease resulted from a $11.2 million (net of tax) increase in provision for credit losses (due to one loan relationship) partly offset by a $3.8 million (net of tax) increase in net interest income and a $2.5 million (net of tax) decrease in professional and legal fees.


•	Diluted operating earnings per common share, excluding the Mortgage Banking Segment, were $0.60 compared to $0.68 in the prior quarter.

Loans


•	Loan balances, excluding purchased credit-impaired loans, increased $124.6 million (+0.9%, or +3.6%, annualized) from prior quarter end due to growth in commercial loans and a $75.5 million transfer from loans held for sale.


•	Average loan balances, excluding purchased credit-impaired loans, decreased $6.4 million (-0.1%, or -0.2% annualized) to $13.7 billion.


•	Average yield on loans, excluding accretion on loans acquired in bank mergers, increased 18 basis points to 4.68% from 4.50% in the prior quarter as a result of increases in short-term interest rates.

Deposits


•	Low-cost deposits decreased $136.6 million (-1.1%, or -4.3% annualized) from prior quarter end to $12.3 billion due to a decrease in non-interest bearing deposits (temporary decrease) partly offset by an increase in money market and NOW deposits.


•	Average low-cost deposits increased $131.2 million (+1.0%, or +4.2% annualized) to $12.6 billion due to an increase in money market deposits.


•	Average cost of total deposits increased seven basis points to 0.54%.

Net interest margin


•	Net interest margin on a fully tax equivalent basis, excluding accretion on loans acquired in bank mergers, increased eight basis points in the quarter to 3.70%. This increase was due to higher loan yields partly offset by increased funding costs.


•	Average interest earning assets decreased $204.6 million mostly due to the decrease in loans held for sale as a result of the national mortgage origination wind down.


•	Average cost of funds increased five basis points to 0.72% due to higher rates paid on interest bearing liabilities.

Operating Segments (compared to 2Q18)

Banking


•	Operating earnings were $47.4 million, a decrease of $6.2 million, or 11.6%, compared to the prior quarter.


•	This decrease was due to an increase in provision for credit losses (due to one loan relationship) partly offset by an increase in net interest income (higher average loan yields and lower borrowings) and a decrease in professional and legal fees.

Leasing


•	Operating earnings were $7.1 million, an increase of $172 thousand, or 2.5%, compared to the prior quarter.

Mortgage Banking


•	On April 12, 2018, we announced the discontinuation of our national mortgage origination business, which includes substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area.


•	Operating earnings were $1.1 million compared to an operating loss of $3.4 million in the prior quarter.


•	The wind down of our national mortgage origination business is proceeding as planned. We project that, excluding any impact of our pending merger with Fifth Third, our remaining mortgage operations will earn quarterly pretax income of approximately $7.4 million in 2019, consistent with prior projections.

Key Items (compared to nine months ended September 30, 2017)


•	Operating earnings, excluding the Mortgage Banking Segment, increased $15.4 million, or 9.8%, to $172.8 million compared to the nine months ended September 30, 2017.

•

The growth in operating earnings resulted from the following items (net of tax): a $20.8 million increase in net interest income, a $9.0 million increase in our key fee initiatives revenue (mainly lease financing revenue), a $4.2 million increase in earnings from investments in Small Business Investment Companies, and an approximate $16 million decrease in income tax expense (lower effective tax rate). These items were partly offset by a $20.7 million increase in non-interest expense with more than half of the increase in salaries and benefits (due to annual salary increases, new hires, and higher health insurance costs) and a $13.6 million increase in provision for credit losses (mostly recognized in the third quarter of 2018).


•	Diluted operating earnings per common share, excluding the Mortgage Banking Segment, were $1.92 compared to $1.79 in the nine months ended September 30, 2017.

Guidance on Selected Financial Items

In light of our pending merger with Fifth Third, we will no longer provide forward-looking financial guidance or update previously provided financial guidance except as otherwise provided in this release with respect to our mortgage operations.

Operating Segments

The Company currently has three reportable operating segments: Banking, Leasing, and Mortgage Banking. Our Banking Segment generates revenues primarily from its lending, deposit gathering, and fee business activities. Our Leasing Segment generates revenues through lease originations and related services. As a result of the discontinuation of our national mortgage origination business, we expect to stop operating the mortgage business as a defined segment with separate Mortgage Banking Segment reporting in 2019. The financial information below was adjusted for funds transfer pricing and internal allocations of certain expenses and excludes non-core non-interest income and expense and non-core tax items.

Banking Segment

The following table summarizes certain financial information for the Banking Segment for the periods presented (in thousands):



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Net interest income	$	152,003	$	146,614	$	140,471	$	140,180	$	142,888	$	439,088	$	410,319
Provision for credit losses	21,439		5,746		7,579		501		3,637		34,764		16,054
Net interest income after provision for credit losses	130,564		140,868		132,892		139,679		139,251		404,324		394,265
Non-interest income:
Lease financing revenue, net	3,420		2,165		1,535		1,795		1,097		7,120		3,968
Treasury management fees	15,226		15,066		15,156		15,234		14,508		45,448		43,696
Wealth management fees	9,089		8,969		9,121		9,024		8,702		27,179		25,720
Card fees	5,362		5,654		4,787		5,032		4,585		15,803		13,564
Capital markets and international banking fees	1,913		3,785		2,998		3,999		4,870		8,696		11,709
Other non-interest income	10,987		11,838		10,675		9,359		10,940		33,500		29,901
Total non-interest income	45,997		47,477		44,272		44,443		44,702		137,746		128,558
Non-interest expense:
Salaries and employee benefits expense:
Salaries	44,933		45,103		44,821		44,782		45,096		134,857		131,235
Commissions	1,097		941		953		1,119		877		2,991		3,105
Bonus and stock-based compensation	10,774		11,533		10,610		10,418		10,032		32,917		31,254
Other salaries and benefits ⁽¹⁾	17,339		15,721		15,207		14,119		14,604		48,267		41,007
Total salaries and employee benefits expense	74,143		73,298		71,591		70,438		70,609		219,032		206,601
Occupancy and equipment expense	13,400		13,308		14,089		13,769		12,372		40,797		36,787
Computer services and telecommunication expense	8,324		9,384		9,741		9,664		8,386		27,449		23,876
Professional and legal expense	1,347		4,846		1,359		1,967		1,239		7,552		4,294
Other operating expenses	18,479		18,665		16,745		18,817		16,757		53,889		53,805
Total non-interest expense	115,693		119,501		113,525		114,655		109,363		348,719		325,363
Income before income taxes	60,868		68,844		63,639		69,467		74,590		193,351		197,460
Income tax expense	13,468		15,237		14,539		25,734		20,064		43,244		56,147
Operating earnings	$	47,400	$	53,607	$	49,100	$	43,733	$	54,526	$	150,107	$	141,313
Total assets (period end)	$	16,677,552	$	16,581,205	$	16,582,585	$	16,448,960	$	16,406,714	$	16,677,552	$	16,406,714


⁽¹⁾	Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

Banking Segment operating earnings for the third quarter of 2018 decreased $6.2 million compared to the prior quarter.


•	Net interest income increased due to higher average loan yields and reduced borrowings partly offset by a higher cost of funds. Our average yield on loans and cost of funds increased as a result of an increase in short-term rates.


•	Provision for credit losses increased as a result of higher charge offs during the quarter due to one loan relationship.


•	Lease financing revenue, net, increased due to higher earnings from investments in leasing companies and residual gains.


•	Capital markets and international banking fees decreased due to lower swap fees and foreign currency derivative income.


•	Other non-interest income decreased due to lower earnings from investments in Small Business Investment Companies.


•	Salaries and benefits expense increased as a result of higher health insurance costs due to an increase in claims.


•	Professional and legal fees decreased as the prior quarter was impacted by higher case settlements and other legal and professional fees.

Banking Segment operating earnings for the nine months ended September 30, 2018 increased $8.8 million, or 6.2%, compared to the same period last year.


•	Net interest income increased due to higher average loan yields and balances partly offset by higher cost of funds. Our average yield on loans and cost of funds increased as a result of an increase in short-term rates.


•	Provision for credit losses increased as a result of higher charge offs during the third quarter of 2018 due to one loan relationship.


•	Non-interest income increased due to higher card fees (increased sales and volume in prepaid cards and higher credit card usage), higher lease financing revenue, net (higher earnings from investments in leasing companies and residual gains), and stronger earnings from Small Business Investment Companies.

•

Non-interest expense increased as a result of higher salaries and employee benefits expense, occupancy and equipment expense (higher building and software depreciation), computer services and telecommunication expense (previous investments in new technology), and professional and legal fees (case settlements and other legal and professional fees). Salaries and employee benefits expense increased due to annual salary increases, new hires, higher health insurance costs, and higher bonus and stock based compensation expense.


•	Income tax expense decreased as a result of a decline in the effective tax rate.

Leasing Segment

The following table summarizes certain financial information for the Leasing Segment for the periods presented (in thousands):



													Nine Months Ended
													September 30,
	3Q18		2Q18		1Q18			4Q17			3Q17		2018		2017
Net interest income	$	2,160	$	2,349	$	2,482		$	2,602		$	2,686	$	6,991	$	7,300
Provision for credit losses	90		500		(24		)	3,184			399		566		674
Net interest income after provision for credit losses	2,070		1,849		2,506			(582		)	2,287		6,425		6,626
Non-interest income:
Lease financing revenue, net	21,810		21,435		23,938			22,576			22,534		67,183		60,261
Other non-interest income	1,304		1,160		899			1,168			26		3,363		1,875
Total non-interest income	23,114		22,595		24,837			23,744			22,560		70,546		62,136
Non-interest expense:
Salaries and employee benefits expense:
Salaries	5,926		6,021		5,917			5,361			5,029		17,864		14,462
Commissions	2,662		1,892		2,520			2,777			2,328		7,074		7,015
Bonus and stock-based compensation	1,207		1,205		974			1,761			1,228		3,386		3,228
Other salaries and benefits ⁽¹⁾	1,338		1,613		1,809			1,329			1,572		4,760		4,676
Total salaries and employee benefits expense	11,133		10,731		11,220			11,228			10,157		33,084		29,381
Occupancy and equipment expense	1,128		1,110		1,167			1,090			1,070		3,405		3,025
Computer services and telecommunication expense	474		492		505			595			456		1,471		1,345
Professional and legal expense	353		323		373			457			403		1,049		1,194
Other operating expenses	2,480		2,500		2,212			2,101			2,412		7,192		6,766
Total non-interest expense	15,568		15,156		15,477			15,471			14,498		46,201		41,711
Income before income taxes	9,616		9,288		11,866			7,691			10,349		30,770		27,051
Income tax expense	2,480		2,324		3,300			3,229			4,307		8,104		10,951
Operating earnings	$	7,136	$	6,964	$	8,566		$	4,462		$	6,042	$	22,666	$	16,100
Total assets (period end)	$	1,340,901	$	1,354,940	$	1,360,117		$	1,403,690		$	1,307,459	$	1,340,901	$	1,307,459


⁽¹⁾	Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

Leasing Segment operating earnings for the third quarter of 2018 increased $172 thousand compared to the prior quarter.


•	Lease financing revenue, net, increased slightly due to higher fees from sales of third-party equipment maintenance contracts, promotional income, and syndication fees partly offset by lower residual gains.


•	Non-interest expense increased slightly due to an increase in commissions expense resulting from increased sales of third-party equipment maintenance contracts in the quarter.

Leasing Segment operating earnings for the nine months ended September 30, 2018 increased $6.6 million, or 40.8%, compared to the same period last year due largely to an increase in lease financing revenue as a result of higher residual gains, promotional income, and syndication fees partly offset by higher salaries (a result of the investment in sales and other revenue generating staff). Additionally, income tax expense declined as a result of a decrease in the effective tax rate.

Mortgage Banking Segment

The following table summarizes certain financial information for the Mortgage Banking Segment for the periods presented (in thousands):



															Nine Months Ended
															September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17		2018			2017
Net interest income	$	7,685		$	10,106		$	10,428		$	10,611		$	11,373	$	28,219		$	31,365
Provision for credit losses	(26		)	(27		)	(47		)	(42		)	481		(100		)	1,222
Net interest income after provision for credit losses	7,711			10,133			10,475			10,653			10,892		28,319			30,143
Non-interest income:
Mortgage origination revenue	1,907			13,334			17,854			18,146			22,647		33,095			68,725
Mortgage servicing revenue	8,009			5,592			7,193			4,228			5,595		20,794			18,125
Other non-interest income	13			11			1			—			1		25			1
Total non-interest income	9,929			18,937			25,048			22,374			28,243		53,914			86,851
Non-interest expense:
Salaries and employee benefits expense:
Salaries	5,375			12,033			13,849			12,322			11,867		31,257			34,995
Commissions	1,189			4,790			3,962			4,407			6,001		9,941			17,427
Bonus and stock-based compensation	392			115			471			1,153			651		978			2,272
Other salaries and benefits ⁽¹⁾	2,149			4,539			4,924			4,705			4,746		11,612			14,676
Total salaries and employee benefits expense	9,105			21,477			23,206			22,587			23,265		53,788			69,370
Occupancy and equipment expense	1,273			2,032			2,138			1,868			1,940		5,443			5,888
Computer services and telecommunication expense	1,263			1,677			1,673			1,779			1,734		4,613			5,098
Professional and legal expense	174			266			162			490			467		602			1,662
Other operating expenses	4,368			8,159			8,749			7,673			8,043		21,276			24,497
Total non-interest expense	16,183			33,611			35,928			34,397			35,449		85,722			106,515
Income (loss) before income taxes	1,457			(4,541		)	(405		)	(1,370		)	3,686		(3,489		)	10,479
Income tax expense (benefit)	390			(1,182		)	(110		)	(555		)	1,469		(902		)	4,170
Operating earnings (loss)	$	1,067		$	(3,359	)	$	(295	)	$	(815	)	$	2,217	$	(2,587	)	$	6,309
Total assets (period end) ⁽²⁾	$	1,701,518		$	2,030,412		$	2,224,821		$	2,234,290		$	2,402,362	$	1,701,518		$	2,402,362


⁽¹⁾	Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.


⁽²⁾	The decrease in total assets from June 30, 2018 to September 30, 2018 was due to the decrease in loans held for sale as a result of the wind down of the national mortgage origination business.

On April 12, 2018, the Company announced that it will be discontinuing its national mortgage origination business, which includes substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area.

As expected with the wind down, total non-interest income declined faster than expenses. The first phase of staff reductions was completed in early July 2018, and staff reductions continued through the rest of the third quarter of 2018. The wind down is expected to be completed in the first quarter of 2019. We project that, excluding any impact of the pending Fifth Third merger, remaining operations will earn quarterly pre-tax income of approximately $7.4 million, consistent with prior projections. We also continue to expect one-time exit expenses to range from $37 to $41 million, with approximately $29 million already recognized in the nine months ended September 30, 2018.

Additional Mortgage Banking Segment Data

The following table presents additional information regarding the Mortgage Banking Segment (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Mortgage origination revenue:
Gain on sale revenue, net	$	1,303		$	9,756		$	11,652		$	13,376		$	17,098		$	22,711		$	50,705
Origination fees ⁽¹⁾	604			3,578			6,202			4,770			5,549			10,384			18,020
Total mortgage origination revenue	$	1,907		$	13,334		$	17,854		$	18,146		$	22,647		$	33,095		$	68,725

Mortgage servicing revenue:
Servicing fees	$	15,953		$	15,707		$	16,068		$	14,802		$	14,531		$	47,728		$	42,331
Amortization/prepayment of mortgage servicing rights ⁽²⁾	(8,418		)	(8,894		)	(8,015		)	(9,037		)	(8,399		)	(25,327		)	(22,964		)
Fair value changes of mortgage servicing rights	2,521			1,193			10,890			7,231			4,475			14,604			2,363
Economic hedge activity, net	(2,047		)	(2,414		)	(11,750		)	(8,768		)	(5,012		)	(16,211		)	(3,605		)
Fair value changes of mortgage servicing rights net of economic hedge activity ⁽³⁾	474			(1,221		)	(860		)	(1,537		)	(537		)	(1,607		)	(1,242		)
Total mortgage servicing revenue	$	8,009		$	5,592		$	7,193		$	4,228		$	5,595		$	20,794		$	18,125

Mortgage servicing rights, at fair value:
Beginning balance	$	296,629		$	291,561		$	276,279		$	261,446		$	249,688		$	276,279		$	238,011
Originations/purchases	5,071			12,769			12,407			16,639			15,682			30,247			44,036
Amortization/prepayment ⁽²⁾	(8,418		)	(8,894		)	(8,015		)	(9,037		)	(8,399		)	(25,327		)	(22,964		)
Fair value changes	2,521			1,193			10,890			7,231			4,475			14,604			2,363
Ending balance	$	295,803		$	296,629		$	291,561		$	276,279		$	261,446		$	295,803		$	261,446

Mortgage servicing book (unpaid principal balance of loans serviced for others)	$	22,382,822		$	22,643,179		$	22,362,896		$	21,993,128		$	21,380,397		$	22,382,822		$	21,380,397
Mortgage servicing rights valuation	1.32		%	1.31		%	1.30		%	1.26		%	1.22		%	1.32		%	1.22		%


⁽¹⁾	2017 amounts were revised as certain costs to originate mortgage loans were reclassified from mortgage origination revenue to other operating expenses.


⁽²⁾	Changes due to collection or realization of expected cash flows.

⁽³⁾

Approximately $500 thousand of the second quarter 2018 fair value change was due to an increase in delinquencies in the quarter resulting in higher anticipated collection costs and lower mortgage servicing rights asset value. In addition, approximately $300 thousand of the fair value change was due to higher than expected prepayments of mortgage servicing rights in the second quarter of 2018. Approximately $800 thousand of the fourth quarter 2017 fair value change was due to an increase in delinquencies in the quarter.

FORWARD-LOOKING STATEMENTS

When used in this document and in reports filed with or furnished to the Securities and Exchange Commission (the "SEC"), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “guidance,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to our future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) the possibility that our actual results on selected items relating to our mortgage operations for which we have provided projections or estimates in this document will be materially different from such projections or estimates; (2) the ability to satisfy closing conditions to our pending merger with Fifth Third on the expected terms and schedule; (3) the ability to obtain regulatory approvals required to complete our pending merger with Fifth Third, and the timing and conditions for such approvals; (4) delays in closing our pending merger with Fifth Third; (5) disruptions to our business resulting from our pending merger with Fifth Third; (6) the risk that funds obtained from capital raising activities will not be utilized efficiently or effectively; (7) expected revenues, cost savings, synergies, and other benefits from our other merger and acquisition activities might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (8) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan and lease losses, which could necessitate additional provisions for loan losses, resulting both from originated loans and loans acquired from other financial institutions; (9) the quality and composition of our securities portfolio; (10) competitive pressures among depository institutions; (11) interest rate movements and their impact on customer behavior, net interest margin and the value of our mortgage servicing rights; (12) the possibility that our mortgage banking business may experience increased volatility in its revenues and earnings and the possibility that the profitability of our mortgage banking business could be significantly reduced, both before and after the discontinuation of our national mortgage origination business, if we are unable to originate and sell mortgage loans at profitable margins or if changes in interest rates negatively impact the value of our mortgage servicing rights; (13) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (14) fluctuations in real estate values; (15) results of examinations of us and our bank subsidiary by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, require us to change our business mix, increase our allowance for loan and lease losses, write-down asset values or increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; (16) our ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place; (17) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (18) our ability to realize the residual values of our direct finance, leveraged, and operating leases; (19) our ability to access cost-effective funding; (20) changes in financial markets; (21) changes in economic conditions in general and in the Chicago metropolitan area in particular; (22) the costs, effects, and outcomes of litigation; (23) new legislation or regulatory changes, including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act, changes in the interpretation and/or application of laws and regulations by regulatory authorities, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws, including but not limited to the TCJ Act, or interpretations thereof by taxing authorities; (24) changes in accounting principles, policies or guidelines; and (25) future goodwill impairment due to changes in our business, changes in market conditions, or other factors.

We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

TABLES TO FOLLOW

CONSOLIDATED BALANCE SHEETS (Unaudited)



(Dollars in thousands)	9/30/2018			6/30/2018			3/31/2018			12/31/2017			9/30/2017
ASSETS
Cash and due from banks	$	342,933		$	373,448		$	332,234		$	397,880		$	361,080
Interest earning deposits with banks	87,740			119,672			50,624			181,341			82,636
Total cash and cash equivalents	430,673			493,120			382,858			579,221			443,716
Investment securities:
Securities available for sale, at fair value	1,710,636			1,647,260			1,679,011			1,408,326			1,497,543
Securities held to maturity, at amortized cost	923,082			923,036			933,319			959,082			994,238
Marketable equity securities, at fair value	10,901			10,922			11,124			—			—
Non-marketable securities - FHLB and FRB Stock	107,407			115,453			118,955			114,111			152,345
Total investment securities	2,752,026			2,696,671			2,742,409			2,481,519			2,644,126
Loans held for sale	51,834			423,367			561,549			548,578			722,754
Loans:
Total loans, excluding purchased credit-impaired loans	13,843,880			13,719,244			13,824,990			13,846,318			13,753,459
Purchased credit-impaired loans	91,072			101,001			109,990			119,744			131,919
Total loans	13,934,952			13,820,245			13,934,980			13,966,062			13,885,378
Less: Allowance for loan and lease losses	155,411			162,790			161,712			157,710			159,128
Net loans	13,779,541			13,657,455			13,773,268			13,808,352			13,726,250
Lease investments, net	429,843			433,505			408,798			409,051			371,541
Premises and equipment, net	274,006			281,458			281,791			286,690			286,482
Cash surrender value of life insurance	207,280			205,982			204,710			203,602			204,855
Goodwill	999,925			999,925			1,003,548			1,003,548			999,925
Other intangibles	49,114			50,968			52,864			54,766			56,745
Mortgage servicing rights, at fair value	295,803			296,629			291,561			276,279			261,446
Other real estate owned, net	10,933			10,869			10,528			9,736			13,020
Other real estate owned related to FDIC transactions	2,661			2,908			4,185			4,788			4,817
Other assets	436,332			413,700			449,454			420,810			380,858
Total assets	$	19,719,971		$	19,966,557		$	20,167,523		$	20,086,940		$	20,116,535
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Non-interest bearing	$	6,036,012		$	6,347,208		$	6,385,149		$	6,381,512		$	6,101,159
Interest bearing	8,672,781			8,575,455			8,585,444			8,576,866			8,313,985
Total deposits	14,708,793			14,922,663			14,970,593			14,958,378			14,415,144
Short-term borrowings	903,355			651,462			717,679			861,039			1,865,415
Long-term borrowings	451,677			730,292			851,221			505,158			405,715
Junior subordinated notes issued to capital trusts	133,995			194,450			194,304			211,494			211,289
Accrued expenses and other liabilities	556,822			518,997			499,379			541,048			526,880
Total liabilities	16,754,642			17,017,864			17,233,176			17,077,117			17,424,443
Stockholders' Equity
Preferred stock	194,719			194,719			194,719			309,999			115,280
Common stock	862			861			860			858			858
Additional paid-in capital	1,703,404			1,698,057			1,692,650			1,691,007			1,685,971
Retained earnings	1,147,060			1,127,814			1,112,323			1,065,303			940,948
Accumulated other comprehensive (loss) income	(17,186		)	(9,818		)	(3,719		)	3,584			9,772
Treasury stock	(63,530		)	(62,940		)	(62,486		)	(60,928		)	(60,737		)
Total stockholders' equity	2,965,329			2,948,693			2,934,347			3,009,823			2,692,092
Total liabilities and stockholders' equity	$	19,719,971		$	19,966,557		$	20,167,523		$	20,086,940		$	20,116,535

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



																Nine Months Ended
																September 30,
(Dollars in thousands, except per share data)	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Interest income:
Loans:
Taxable	$	168,190		$	164,401		$	157,119		$	154,631		$	155,440		$	489,710		$	432,603
Nontaxable	2,146			2,330			2,271			2,362			2,632			6,747			8,303
Investment securities:
Taxable	10,366			10,578			7,934			7,696			8,440			28,878			26,279
Nontaxable	9,387			9,439			9,476			9,677			9,731			28,302			29,541
Other interest earning accounts and Federal funds sold	1,650			244			131			600			327			2,025			754
Total interest income	191,739			186,992			176,931			174,966			176,570			555,662			497,480
Interest expense:
Deposits	20,485			17,386			15,032			13,552			10,865			52,903			27,133
Short-term borrowings	2,317			2,769			2,516			3,257			5,148			7,602			11,440
Long-term borrowings and junior subordinated notes	7,089			7,768			6,002			4,764			3,610			20,859			9,923
Total interest expense	29,891			27,923			23,550			21,573			19,623			81,364			48,496
Net interest income	161,848			159,069			153,381			153,393			156,947			474,298			448,984
Provision for credit losses	21,503			6,219			7,508			3,643			4,517			35,230			17,950
Net interest income after provision for credit losses	140,345			152,850			145,873			149,750			152,430			439,068			431,034
Non-interest income:
Mortgage banking revenue	9,916			18,926			25,047			22,374			28,242			53,889			86,850
Lease financing revenue, net	25,205			22,918			24,710			23,620			23,148			72,833			62,967
Treasury management fees	15,226			15,066			15,156			15,234			14,508			45,448			43,696
Wealth management fees	9,089			8,969			9,121			9,024			8,702			27,179			25,720
Card fees	5,362			5,654			4,787			5,032			4,585			15,803			13,564
Capital markets and international banking fees	1,913			3,785			2,998			3,999			4,870			8,696			11,709
Consumer and other deposit service fees	3,051			2,929			2,912			3,261			3,424			8,892			10,072
Brokerage fees	1,138			1,050			864			942			1,004			3,052			3,379
Loan service fees	2,103			2,148			2,245			2,197			2,114			6,496			6,120
Increase in cash surrender value of life insurance	1,298			1,272			1,108			1,511			1,321			3,678			3,910
Net (loss) gain on investment securities	(85		)	(86		)	(174		)	111			83			(345		)	451
Net loss on disposal of other assets	(32		)	(397		)	(357		)	(2,016		)	(180		)	(786		)	(307		)
Other operating income	5,657			6,072			4,385			4,534			4,110			16,114			11,420
Total non-interest income	79,841			88,306			92,802			89,823			95,931			260,949			279,551
Non-interest expense:
Salaries and employee benefits expense	101,885			123,478			106,514			109,247			105,815			331,877			309,932
Occupancy and equipment expense	16,117			16,451			17,429			16,846			15,382			49,997			45,710
Computer services and telecommunication expense	12,684			10,871			11,156			11,304			10,062			34,711			29,287
Advertising and marketing expense	3,432			3,342			3,863			3,271			2,558			10,637			8,964
Professional and legal expense	2,586			8,887			1,898			2,957			2,109			13,371			7,250
Other intangible amortization expense	1,854			1,896			1,902			1,979			2,038			5,652			6,214
Branch exit and facilities impairment charges	3,292			340			—			(327		)	2,773			3,632			8,680
Net loss (gain) recognized on other real estate owned and other related expense	248			1,048			47			(104		)	(86		)	1,343			1,448
Loss on extinguishment of debt	6,255			—			3,136			—			—			9,391			—
Goodwill impairment loss	—			3,623			—			—			—			3,623			—
Other operating expenses	20,191			23,056			21,941			30,655			22,310			65,188			68,030
Total non-interest expense	168,544			192,992			167,886			175,828			162,961			529,422			485,515
Income before income taxes	51,642			48,164			70,789			63,745			85,400			170,595			225,070
Income tax expense (benefit)	8,928			9,631			14,032			(80,449		)	24,557			32,591			65,224
Net income	42,714			38,533			56,757			144,194			60,843			138,004			159,846
Dividends on preferred shares	3,000			3,000			3,100			2,000			2,002			9,100			6,007
Return from preferred stockholders due to redemption	—			—			(15,280		)	—			—			(15,280		)	—
Net income available to common stockholders	$	39,714		$	35,533		$	68,937		$	142,194		$	58,841		$	144,184		$	153,839



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Common share data:
Basic earnings per common share	$	0.47	$	0.42	$	0.82	$	1.69	$	0.70	$	1.71	$	1.84
Diluted earnings per common share	0.47		0.42		0.81		1.67		0.69		1.69		1.81
Diluted operating earnings per common share, excluding Mortgage Banking Segment	0.60		0.68		0.64		0.54		0.69		1.92		1.79
Weighted average common shares outstanding for basic earnings per common share	84,369,519		84,253,966		84,065,681		83,946,637		83,891,175		84,230,835		83,799,694
Weighted average common shares outstanding for diluted earnings per common share	85,335,109		85,251,810		84,896,401		84,964,759		84,779,797		85,162,220		84,775,952
Common shares outstanding (at end of period)	84,220,671		84,194,594		84,052,547		83,917,892		83,887,097		84,220,671		83,887,097

SELECTED FINANCIAL DATA



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Performance Ratios:
Annualized return on average assets	0.85	%	0.77	%	1.15	%	2.84	%	1.21	%	0.92	%	1.10	%
Annualized operating return, excluding Mortgage Banking Segment, on average assets ⁽¹⁾	1.19		1.35		1.32		1.07		1.37		1.29		1.22
Annualized return on average common equity	5.71		5.20		10.32		21.87		9.17		7.04		8.19
Annualized operating return, excluding Mortgage Banking Segment, on average common equity ⁽¹⁾	7.41		8.42		8.17		7.10		9.12		8.00		8.06
Annualized cash return on average tangible common equity ⁽²⁾	9.46		8.70		17.12		36.90		15.81		11.68		14.34
Annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity ⁽³⁾	12.18		13.89		13.62		12.21		15.74		13.22		14.12
Efficiency ratio ⁽⁴⁾	60.35		66.80		65.62		65.38		61.24		64.29		63.17
Efficiency ratio, excluding Mortgage Banking Segment ⁽⁴⁾	57.90		60.40		59.72		59.48		56.15		59.33		58.11
Annualized net non-interest expense to average assets ⁽⁵⁾	1.35		1.57		1.43		1.44		1.25		1.45		1.33
Core non-interest income to revenues ⁽⁶⁾	32.49		35.34		37.45		36.18		36.91		35.11		37.23
Core non-interest income to revenues, excluding Mortgage Banking Segment⁽⁶⁾	30.63		31.43		31.97		31.38		30.72		31.33		30.43
Net interest margin - fully tax equivalent basis ⁽⁷⁾	3.81		3.73		3.67		3.63		3.76		3.74		3.72
Net interest margin - fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans ⁽⁸⁾	3.70		3.62		3.55		3.49		3.56		3.62		3.53
Cost of funds ⁽⁹⁾	0.72		0.67		0.58		0.51		0.46		0.65		0.39
Loans to deposits	94.74		92.61		93.08		93.37		96.32		94.74		96.32
Asset Quality Ratios:
Non-performing loans ⁽¹⁰⁾ to total loans	0.53	%	0.50	%	0.44	%	0.55	%	0.36	%	0.53	%	0.36	%
Non-performing assets ⁽¹⁰⁾ to total assets	0.43		0.40		0.36		0.43		0.32		0.43		0.32
Allowance for loan and lease losses to non-performing loans ⁽¹⁰⁾	210.78		237.56		263.72		205.33		314.39		210.78		314.39
Allowance for loan and lease losses to total loans	1.12		1.18		1.16		1.13		1.15		1.12		1.15
Net loan charge-offs (recoveries) to average loans, excluding loans held for sale (annualized)	0.82		0.15		0.10		0.16		(0.02	)	0.36		(0.02	)
Capital Ratios:
Tangible equity to tangible assets ⁽¹¹⁾	10.33	%	10.10	%	9.89	%	10.32	%	8.68	%	10.33	%	8.68	%
Tangible common equity to tangible assets ⁽¹²⁾	9.28		9.07		8.87		8.70		8.07		9.28		8.07
Tangible common equity to risk weighted assets ⁽¹³⁾	10.07		9.99		9.85		9.71		8.99		10.07		8.99
Total capital to risk-weighted assets ⁽¹⁴⁾	13.48		13.75		13.57		14.23		11.67		13.48		11.67
Tier 1 capital to risk-weighted assets ⁽¹⁴⁾	10.96		10.81		10.64		11.20		9.46		10.96		9.46
Common equity tier 1 capital to risk-weighted assets ⁽¹⁴⁾	9.83		9.68		9.51		9.40		8.80		9.83		8.80
Tier 1 capital to average assets (leverage ratio) ⁽¹⁴⁾	9.99		9.74		9.73		10.02		8.59		9.99		8.59



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Per Share Data:
Book value per common share ⁽¹⁵⁾	$	32.90	$	32.71	$	32.59	$	32.17	$	30.72	$	32.90	$	30.72
Less: goodwill and other intangible assets, net of tax benefit, per common share	12.30		12.32		12.40		12.44		12.36		12.30		12.36
Tangible book value per common share ⁽¹⁶⁾	$	20.60	$	20.39	$	20.19	$	19.73	$	18.36	$	20.60	$	18.36
Cash dividends per common share	$	0.24	$	0.24	$	0.24	$	0.21	$	0.21	$	0.72	$	0.61

⁽¹⁾

Annualized operating return, excluding Mortgage Banking Segment, on average assets is computed by dividing annualized operating earnings, excluding Mortgage Banking Segment, by average total assets. Annualized operating return, excluding Mortgage Banking Segment, on average common equity is computed by dividing annualized operating earnings, excluding Mortgage Banking Segment, less dividends on preferred shares by average common equity. Operating earnings, excluding Mortgage Banking Segment, is defined as net income as reported less non-core items, net of tax and less operating earnings (loss) from our Mortgage Banking Segment.


⁽²⁾	Annualized cash return on average tangible common equity is computed by dividing net cash flow available to common stockholders (net income available to common stockholders, plus other intangibles amortization expense, net of tax benefit) by average tangible common equity (average common stockholders' equity less average goodwill and average other intangibles, net of tax benefit).

⁽³⁾

Annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity is computed by dividing annualized cash operating earnings, excluding Mortgage Banking Segment, (operating earnings, excluding Mortgage Banking Segment, plus other intangibles amortization expense, net of tax benefit, less dividends on preferred shares) by average tangible common equity. Operating earnings, excluding Mortgage Banking Segment, is defined as net income as reported less non-core items, net of tax and less operating earnings (loss) from our Mortgage Banking Segment.


⁽⁴⁾	Equals total non-interest expense excluding non-core items divided by the sum of net interest income on a fully tax equivalent basis, total non-interest income less non-core items, and tax equivalent adjustment on the increase in cash surrender value of life insurance.


⁽⁵⁾	Equals total non-interest expense excluding non-core items less total non-interest income excluding non-core items plus the tax equivalent adjustment on the increase in cash surrender value of life insurance divided by average assets.


⁽⁶⁾	Equals total non-interest income excluding non-core items and tax equivalent adjustment on the increase in cash surrender value of life insurance divided by the sum of net interest income on a fully tax equivalent basis, total non-interest income less non-core items, and tax equivalent adjustment on the increase in cash surrender value of life insurance.


⁽⁷⁾	Represents net interest income on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017, as a percentage of average interest earning assets.


⁽⁸⁾	Represents net interest income on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017, excluding acquisition accounting discount accretion on bank merger loans as a percentage of average interest earning assets.


⁽⁹⁾	Equals total interest expense divided by the sum of average interest bearing liabilities and non-interest bearing deposits.


⁽¹⁰⁾	Non-performing loans exclude purchased credit-impaired loans and loans held for sale. Non-performing assets exclude purchased credit-impaired loans, loans held for sale, and other real estate owned related to FDIC transactions.


⁽¹¹⁾	Equals total ending stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by total assets less goodwill and other intangibles, net of tax benefit.


⁽¹²⁾	Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by total assets less goodwill and other intangibles, net of tax benefit.


⁽¹³⁾	Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by risk-weighted assets. Current quarter risk-weighted assets are estimated.


⁽¹⁴⁾	Current quarter ratios are estimated.


⁽¹⁵⁾	Equals total ending common stockholders’ equity divided by common shares outstanding.


⁽¹⁶⁾	Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by common shares outstanding.

See "Non-GAAP Financial Information" section for details on non-GAAP measures and reconciliations starting on page 25.

BALANCE SHEET DETAILS TO FOLLOW

INVESTMENT SECURITIES

The following table sets forth, by type, the carrying value of our investment securities, excluding marketable equity securities and non-marketable FHLB and FRB stock, as well as the unrealized (loss) gain, net of our investment securities available for sale as of the dates indicated (in thousands):



	9/30/2018			6/30/2018			3/31/2018			12/31/2017			9/30/2017
Securities available for sale:
Fair value
Government sponsored agencies and enterprises	$	5,002		$	5,026		$	22,885		$	23,007		$	23,146
States and political subdivisions	343,256			350,061			366,906			379,325			385,829
Mortgage-backed securities	1,357,314			1,269,003			1,251,229			924,734			962,477
Corporate bonds	5,064			23,170			37,991			70,197			115,014
Equity securities ⁽¹⁾	—			—			—			11,063			11,077
Total fair value	$	1,710,636		$	1,647,260		$	1,679,011		$	1,408,326		$	1,497,543

Unrealized (loss) gain, net
Government sponsored agencies and enterprises	$	(85	)	$	(72	)	$	(63	)	$	(6	)	$	69
States and political subdivisions	8,222			11,134			11,848			15,512			19,642
Mortgage-backed securities	(28,026		)	(20,502		)	(15,166		)	(8,414		)	(2,101		)
Corporate bonds	(1		)	(9		)	(29		)	42			433
Equity securities ⁽¹⁾	—			—			—			(173		)	(100		)
Total unrealized (loss) gain, net	$	(19,890	)	$	(9,449	)	$	(3,410	)	$	6,961		$	17,943

Securities held to maturity, at amortized cost:
States and political subdivisions	$	899,865		$	884,576		$	874,306		$	878,400		$	888,576
Mortgage-backed securities	23,217			38,460			59,013			80,682			105,662
Total amortized cost	$	923,082		$	923,036		$	933,319		$	959,082		$	994,238


⁽¹⁾	Reflected in marketable equity securities on the consolidated balance sheet following the adoption of the new investments in equity securities guidance on January 1, 2018.

The Company has no direct exposure to the State of Illinois, but approximately 20% of the state and political subdivisions portfolio consisted of securities issued by municipalities located in Illinois as of September 30, 2018.

LOAN PORTFOLIO

The following table sets forth the composition of the loan portfolio (excluding loans held for sale) based on balances as of the dates indicated (dollars in thousands):



	9/30/2018					6/30/2018					3/31/2018					12/31/2017					9/30/2017
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,936,536		35	%	$	4,816,545		35	%	$	4,790,803		34	%	$	4,786,180		34	%	$	4,793,838		35	%
Commercial loans collateralized by assignment of lease payments (lease loans)	2,065,588			15		2,100,460			15		2,095,189			15		2,113,135			15		2,074,215			15
Commercial real estate	3,832,032			28		3,929,327			28		4,093,045			29		4,147,529			30		4,094,706			29
Construction real estate	548,882			4		495,805			4		479,638			4		406,849			3		395,794			3
Total commercial-related loans	11,383,038			82		11,342,137			82		11,458,675			82		11,453,693			82		11,358,553			82
Other loans:
Residential real estate ⁽¹⁾	1,403,087			10		1,352,625			10		1,391,900			10		1,432,458			10		1,433,595			10
Indirect vehicle	790,573			5		749,983			5		692,642			5		667,928			4		655,213			4
Home equity	181,477			1		192,785			1		202,920			1		219,098			2		228,726			2
Consumer	85,705			1		81,714			1		78,853			1		73,141			1		77,372			1
Total other loans	2,460,842			17		2,377,107			17		2,366,315			17		2,392,625			17		2,394,906			17
Total loans, excluding purchased credit-impaired loans	13,843,880			99		13,719,244			99		13,824,990			99		13,846,318			99		13,753,459			99
Purchased credit-impaired loans	91,072			1		101,001			1		109,990			1		119,744			1		131,919			1
Total loans	$	13,934,952		100	%	$	13,820,245		100	%	$	13,934,980		100	%	$	13,966,062		100	%	$	13,885,378		100	%
Change in total loans, excluding purchased credit-impaired loans:
From prior quarter	+0.9		%			-0.8		%			-0.2		%			+0.7		%			+2.1		%
From same quarter one year ago	+0.7		%			+1.9		%			+8.1		%			+9.8		%			+11.1		%


⁽¹⁾	Reflects a $75.5 million transfer as of September 30, 2018 from loans held for sale of GNMA loans previously sold that were eligible for repurchase.

The following table sets forth the composition of the loan portfolio (excluding loans held for sale) based on average balances for the periods indicated (dollars in thousands):



	3Q18					2Q18					1Q18					4Q17					3Q17
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,906,844		35	%	$	4,770,098		34	%	$	4,750,035		34	%	$	4,638,618		34	%	$	4,630,865		34	%
Commercial loans collateralized by assignment of lease payments (lease loans)	2,029,053			15		2,065,688			15		2,084,396			15		2,074,655			15		2,057,461			15
Commercial real estate	3,883,132			28		4,033,421			29		4,133,826			30		4,131,179			30		3,953,639			29
Construction real estate	511,193			4		491,440			4		443,329			3		410,416			3		442,197			3
Total commercial-related loans	11,330,222			82		11,360,647			82		11,411,586			82		11,254,868			82		11,084,162			81
Other loans:
Residential real estate	1,355,501			10		1,371,020			10		1,415,374			10		1,430,219			10		1,433,866			11
Indirect vehicle	770,047			5		720,052			5		676,590			5		663,474			4		641,328			4
Home equity	187,347			1		199,334			1		211,729			1		223,445			2		234,460			2
Consumer	83,677			1		82,189			1		76,606			1		76,249			1		76,591			1
Total other loans	2,396,572			17		2,372,595			17		2,380,299			17		2,393,387			17		2,386,245			18
Total loans, excluding purchased credit-impaired loans	13,726,794			99		13,733,242			99		13,791,885			99		13,648,255			99		13,470,407			99
Purchased credit-impaired loans	94,916			1		105,781			1		113,942			1		127,781			1		139,246			1
Total loans	$	13,821,710		100	%	$	13,839,023		100	%	$	13,905,827		100	%	$	13,776,036		100	%	$	13,609,653		100	%
Change in total loans, excluding purchased credit-impaired loans:
From prior quarter	-0.1		%			-0.4		%			+1.1		%			+1.3		%			+3.3		%
From same quarter one year ago	+1.9		%			+5.3		%			+10.1		%			+10.5		%			+23.2		%

ASSET QUALITY

The following table presents a summary of criticized assets (excluding loans held for sale and excluding other real estate owned acquired as part of our FDIC-assisted transactions) as of the dates indicated (dollars in thousands):



	9/30/2018			6/30/2018			3/31/2018			12/31/2017			9/30/2017
Non-performing loans:
Non-accrual loans ⁽¹⁾	$	72,437		$	64,515		$	60,151		$	71,238		$	49,926
Loans 90 days or more past due, still accruing interest	1,294			4,010			1,169			5,570			689
Total non-performing loans	73,731			68,525			61,320			76,808			50,615
Other real estate owned	10,933			10,869			10,528			9,736			13,020
Repossessed assets	870			643			661			589			497
Total non-performing assets	$	85,534		$	80,037		$	72,509		$	87,133		$	64,132
Potential problem loans ⁽²⁾	$	245,131		$	243,684		$	208,201		$	173,266		$	160,840
Purchased credit-impaired loans ⁽³⁾	$	91,072		$	101,001		$	109,990		$	119,744		$	131,919
Total non-performing, potential problem and purchased credit-impaired loans	$	409,934		$	413,210		$	379,511		$	369,818		$	343,374

Total allowance for loan and lease losses	$	155,411		$	162,790		$	161,712		$	157,710		$	159,128
Accruing restructured loans ⁽⁴⁾	22,970			25,660			28,591			28,554			32,850
Total non-performing loans to total loans	0.53		%	0.50		%	0.44		%	0.55		%	0.36		%
Total non-performing assets to total assets	0.43			0.40			0.36			0.43			0.32
Allowance for loan and lease losses to non-performing loans	210.78			237.56			263.72			205.33			314.39


⁽¹⁾	Includes $24.0 million, $26.2 million, $28.5 million, $30.8 million, and $24.4 million of restructured loans on non-accrual status at September 30, 2018, June 30, 2018, March 31, 2018, December 31, 2017, and September 30, 2017, respectively.


⁽²⁾	We define potential problem loans as loans rated substandard that do not meet the definition of a non-performing loan. Potential problem loans carry a higher probability of default and require additional attention by management.


⁽³⁾	Includes $40.2 million, $43.6 million, $49.5 million, $54.9 million, and $60.1 million of Government National Mortgage Association ("GNMA") loans that have been repurchased at September 30, 2018, June 30, 2018, March 31, 2018, December 31, 2017, and September 30, 2017, respectively.


⁽⁴⁾	Accruing restructured loans consist of loans that have been modified and are performing in accordance with those modified terms as of the dates indicated.

The following table presents data related to non-performing loans by category (excluding loans held for sale and purchased credit-impaired loans that were acquired as part of our FDIC-assisted transactions and bank mergers) as of the dates indicated (in thousands):



	9/30/2018		6/30/2018		3/31/2018		12/31/2017		9/30/2017
Commercial and lease	$	25,378	$	19,788	$	13,843	$	18,522	$	8,493
Commercial real estate	10,556		11,400		10,986		21,235		7,753
Consumer-related	37,797		37,337		36,491		37,051		34,369
Total non-performing loans	$	73,731	$	68,525	$	61,320	$	76,808	$	50,615

Below is a reconciliation of the activity in our allowance for credit and loan and lease losses for the periods indicated (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Allowance for credit losses, at beginning of period	$	164,578		$	163,390		$	159,408		$	161,404		$	156,297		$	159,408		$	141,842
Provision for credit losses	21,503			6,219			7,508			3,643			4,517			35,230			17,950
Charge-offs	31,600			6,720			6,818			7,448			2,830			45,138			9,124
Recoveries	2,938			1,689			3,292			1,809			3,420			7,919			10,736
Net charge-offs (recoveries)	28,662			5,031			3,526			5,639			(590		)	37,219			(1,612		)
Allowance for credit losses, at end of period	157,419			164,578			163,390			159,408			161,404			157,419			161,404
Allowance for unfunded credit commitments	(2,008		)	(1,788		)	(1,678		)	(1,698		)	(2,276		)	(2,008		)	(2,276		)
Allowance for loan and lease losses, at end of period	$	155,411		$	162,790		$	161,712		$	157,710		$	159,128		$	155,411		$	159,128
Total loans, excluding loans held for sale	$	13,934,952		$	13,820,245		$	13,934,980		$	13,966,062		$	13,885,378		$	13,934,952		$	13,885,378
Average loans, excluding loans held for sale	13,821,710			13,839,023			13,905,827			13,776,036			13,609,653			13,855,213			13,169,448
Allowance for loan and lease losses to total loans, excluding loans held for sale	1.12		%	1.18		%	1.16		%	1.13		%	1.15		%	1.12		%	1.15		%
Net loan charge-offs (recoveries) to average loans, excluding loans held for sale (annualized)	0.82			0.15			0.10			0.16			(0.02		)	0.36			(0.02		)

Provision for credit losses increased as a result of higher charge offs during the quarter mostly due to one loan relationship being downgraded during the quarter.

The following table presents the three elements of the Company's allowance for loan and lease losses as of the dates indicated (dollars in thousands):



	9/30/2018		6/30/2018		3/31/2018		12/31/2017		9/30/2017
Commercial related loans:
General reserve	$	137,588	$	139,356	$	137,284	$	132,787	$	137,617
Specific reserve	1,235		6,544		7,290		6,056		2,453
Consumer related reserve	16,588		16,890		17,138		18,867		19,058
Total allowance for loan and lease losses	$	155,411	$	162,790	$	161,712	$	157,710	$	159,128

Changes in the acquisition accounting discount for purchased credit-impaired ("PCI") and non-purchased credit-impaired ("Non-PCI") loans acquired in bank mergers were as follows for the three months ended September 30, 2018 (in thousands):



	Non-Accretable Discount - PCI Loans			Accretable Discount - PCI Loans			Accretable Discount - Non-PCI Loans			Total
Balance at beginning of period	$	6,308		$	8,241		$	16,451		$	31,000
Recoveries, net	113			—			—			113
Accretion	—			(2,579		)	(1,971		)	(4,550		)
Transfer ⁽¹⁾	(236		)	236			—			—
Balance at end of period	$	6,185		$	5,898		$	14,480		$	26,563


⁽¹⁾	The transfer from non-accretable discount on purchased credit-impaired loans to accretable discount was due to better than expected cash flows on several pools of purchased credit-impaired loans.

DEPOSIT MIX

The following table shows the composition of deposits based on balances as of the dates indicated (dollars in thousands):



	9/30/2018					6/30/2018					3/31/2018					12/31/2017					9/30/2017
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low-cost deposits:
Non-interest bearing deposits	$	6,036,012		41	%	$	6,347,208		43	%	$	6,385,149		43	%	$	6,381,512		43	%	$	6,101,159		42	%
Money market, NOW, and interest bearing deposits	5,125,330			35		4,950,676			33		4,858,506			32		4,954,765			33		4,842,097			34
Savings deposits	1,180,997			8		1,181,078			8		1,229,968			8		1,167,810			8		1,088,194			7
Total low-cost deposits	12,342,339			84		12,478,962			84		12,473,623			83		12,504,087			84		12,031,450			83
Certificates of deposit:
Certificates of deposit	1,392,020			9		1,361,611			9		1,397,868			10		1,392,409			9		1,381,993			10
Brokered certificates of deposit	974,434			7		1,082,090			7		1,099,102			7		1,061,882			7		1,001,701			7
Total certificates of deposit	2,366,454			16		2,443,701			16		2,496,970			17		2,454,291			16		2,383,694			17
Total deposits	$	14,708,793		100	%	$	14,922,663		100	%	$	14,970,593		100	%	$	14,958,378		100	%	$	14,415,144		100	%
Change in total deposits:
From prior quarter	-1.4		%			-0.3		%			+0.1		%			+3.8		%			+1.1		%
From same quarter one year ago	+2.0		%			+4.6		%			+6.9		%			+6.0		%			+1.0		%

The following table shows the composition of deposits based on average balances for the periods indicated (dollars in thousands):



	3Q18					2Q18					1Q18					4Q17					3Q17
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low-cost deposits:
Non-interest bearing deposits	$	6,418,925		43	%	$	6,414,450		43	%	$	6,293,453		42	%	$	6,370,801		43	%	$	6,337,955		44	%
Money market, NOW, and interest bearing deposits	5,042,158			33		4,878,700			32		4,871,501			33		4,976,854			33		4,740,210			33
Savings deposits	1,172,627			8		1,209,360			8		1,208,843			8		1,120,550			7		1,094,625			7
Total low-cost deposits	12,633,710			84		12,502,510			83		12,373,797			83		12,468,205			83		12,172,790			84
Certificates of deposit:
Certificates of deposit	1,370,866			9		1,400,201			10		1,383,260			10		1,393,210			10		1,369,401			10
Brokered certificates of deposit	1,028,420			7		1,093,525			7		1,075,056			7		1,092,990			7		869,687			6
Total certificates of deposit	2,399,286			16		2,493,726			17		2,458,316			17		2,486,200			17		2,239,088			16
Total deposits	$	15,032,996		100	%	$	14,996,236		100	%	$	14,832,113		100	%	$	14,954,405		100	%	$	14,411,878		100	%
Change in total deposits:
From prior quarter	+0.2		%			+1.1		%			-0.8		%			+3.8		%			+2.3		%
From same quarter one year ago	+4.3		%			+6.4		%			+6.5		%			+4.8		%			+13.2		%

STATEMENT OF OPERATIONS DETAILS TO FOLLOW

NET INTEREST MARGIN

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest earning assets and the resultant yields, as well as the interest expense on average interest bearing liabilities, and the resultant costs, expressed both in dollars and rates (dollars in thousands):



	3Q18						2Q18						3Q17
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Interest Earning Assets:
Loans held for sale	$	196,180	$	1,608	3.28	%	$	573,444	$	5,429	3.79	%	$	725,899	$	6,651	3.67	%
Loans ^{(1) (2) (3)}:
Commercial-related loans:
Commercial	4,906,844		64,512		5.14		4,770,098		59,351		4.92		4,630,865		53,567		4.53
Commercial loans collateralized by assignment of lease payments (lease loans)	2,029,053		20,262		3.99		2,065,688		19,847		3.84		2,057,461		19,381		3.77
Commercial real estate	3,883,132		50,185		5.06		4,033,421		50,053		4.91		3,953,639		46,587		4.61
Construction real estate	511,193		6,521		4.99		491,440		5,943		4.78		442,197		4,689		4.15
Total commercial-related loans	11,330,222		141,480		4.90		11,360,647		135,194		4.72		11,084,162		124,224		4.40
Other loans:
Residential real estate	1,355,501		11,048		3.26		1,371,020		11,039		3.22		1,433,866		11,579		3.23
Indirect	770,047		9,541		4.92		720,052		8,646		4.82		641,328		7,528		4.66
Home equity	187,347		2,295		4.86		199,334		2,310		4.65		234,460		2,515		4.26
Consumer	83,677		856		4.06		82,189		828		4.04		76,591		831		4.31
Total other loans	2,396,572		23,740		3.95		2,372,595		22,823		3.85		2,386,245		22,453		3.75
Total loans, excluding purchased credit-impaired loans	13,726,794		165,220		4.73		13,733,242		158,017		4.57		13,470,407		146,677		4.29
Purchased credit-impaired loans	94,916		4,079		17.05		105,781		3,904		14.80		139,246		6,161		17.55
Total loans	13,821,710		169,299		4.82		13,839,023		161,921		4.64		13,609,653		152,838		4.42
Taxable investment securities	1,455,771		10,366		2.85		1,510,287		10,579		2.80		1,445,619		8,440		2.34
Investment securities exempt from federal income taxes ⁽³⁾	1,220,193		11,882		3.90		1,222,531		11,948		3.91		1,255,025		14,971		4.77
Federal funds sold	383		2		2.21		265		2		2.17		38		0		1.74
Other interest earning deposits	375,961		1,648		1.74		129,274		242		0.75		147,065		327		0.88
Total interest earning assets	$	17,070,198	$	194,805	4.50	%	$	17,274,824	$	190,121	4.37	%	$	17,183,299	$	183,227	4.21	%
Non-interest earning assets	2,907,225						2,882,363						2,762,556
Total assets	$	19,977,423					$	20,157,187					$	19,945,855
Interest Bearing Liabilities:
Core funding:
Money market, NOW, and interest bearing deposits	$	5,042,158	$	10,183	0.80	%	$	4,878,700	$	7,647	0.63	%	$	4,740,210	$	4,485	0.38	%
Savings deposits	1,172,627		919		0.31		1,209,360		886		0.29		1,094,625		289		0.10
Certificates of deposit	1,370,866		4,300		1.24		1,400,201		3,796		1.09		1,369,401		2,757		0.80
Customer repurchase agreements	232,584		276		0.47		222,033		247		0.45		200,008		114		0.23
Total core funding	7,818,235		15,678		0.80		7,710,294		12,576		0.65		7,404,244		7,645		0.41
Wholesale funding:
Brokered certificates of deposit (includes fee expense)	1,028,420		5,083		1.96		1,093,525		5,057		1.85		869,687		3,334		1.52
Other borrowings	1,232,992		9,130		2.90		1,512,888		10,290		2.69		2,192,200		8,644		1.54
Total wholesale funding	2,261,412		14,213		2.47		2,606,413		15,347		2.34		3,061,887		11,978		1.54
Total interest bearing liabilities	$	10,079,647	$	29,891	1.17	%	$	10,316,707	$	27,923	1.08	%	$	10,466,131	$	19,623	0.74	%
Non-interest bearing deposits	6,418,925						6,414,450						6,337,955
Other non-interest bearing liabilities	524,447						490,314						479,488
Stockholders' equity	2,954,404						2,935,716						2,662,281
Total liabilities and stockholders' equity	$	19,977,423					$	20,157,187					$	19,945,855
Net interest income/interest rate spread ⁽⁴⁾			$	164,914	3.33	%			$	162,198	3.29	%			$	163,604	3.47	%
Taxable equivalent adjustment			3,066						3,129						6,657
Net interest income, as reported			$	161,848					$	159,069					$	156,947
Net interest margin ⁽⁵⁾					3.74	%					3.66	%					3.60	%
Tax equivalent effect					0.07	%					0.07	%					0.16	%
Net interest margin on a fully tax equivalent basis ⁽⁵⁾					3.81	%					3.73	%					3.76	%


⁽¹⁾	Non-accrual loans are included in average loans.


⁽²⁾	Interest income includes amortization of deferred loan origination fees and costs.


⁽³⁾	Non-taxable loan and investment income is presented on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017.


⁽⁴⁾	Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.


⁽⁵⁾	Net interest margin represents net interest income as a percentage of average interest earning assets.



	Nine Months Ended September 30,
	2018						2017
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Interest Earning Assets:
Loans held for sale	$	437,060	$	11,468	3.50	%	$	626,000	$	17,118	3.65	%
Loans ^{(1) (2) (3)}:
Commercial-related loans:
Commercial	4,809,567		179,257		4.91		4,466,241		148,940		4.40
Commercial loans collateralized by assignment of lease payments (lease loans)	2,059,510		59,865		3.88		1,995,576		55,556		3.71
Commercial real estate	4,015,875		149,049		4.89		3,829,792		129,206		4.45
Construction real estate	482,236		17,329		4.74		502,653		15,601		4.09
Total commercial-related loans	11,367,188		405,500		4.71		10,794,262		349,303		4.27
Other loans:
Residential real estate	1,380,412		33,935		3.28		1,300,819		32,131		3.29
Indirect	722,572		26,115		4.83		598,788		20,575		4.59
Home equity	199,381		6,945		4.66		243,712		7,492		4.11
Consumer	80,850		2,483		4.11		79,755		2,447		4.10
Total other loans	2,383,215		69,478		3.89		2,223,074		62,645		3.76
Total loans, excluding purchased credit-impaired loans	13,750,403		474,978		4.57		13,017,336		411,948		4.19
Purchased credit-impaired loans	104,810		11,804		15.06		152,112		16,310		14.34
Total loans	13,855,213		486,782		4.65		13,169,448		428,258		4.30
Taxable investment securities	1,410,815		28,879		2.73		1,525,546		26,279		2.30
Investment securities exempt from federal income taxes ⁽³⁾	1,222,992		35,825		3.91		1,265,378		45,449		4.79
Federal funds sold	241		4		2.16		74		1		1.41
Other interest earning deposits	211,113		2,021		1.28		121,783		753		0.83
Total interest earning assets	$	17,137,434	$	564,979	4.37	%	$	16,708,229	$	517,858	4.11	%
Non-interest earning assets	2,887,097						2,741,325
Total assets	$	20,024,531					$	19,449,554
Interest Bearing Liabilities:
Core funding:
Money market, NOW and interest bearing deposits	$	4,931,411	$	24,150	0.65	%	$	4,592,898	$	10,391	0.30	%
Savings deposits	1,196,811		2,621		0.29		1,113,044		789		0.09
Certificates of deposit	1,384,730		11,460		1.11		1,311,304		6,683		0.68
Customer repurchase agreements	223,773		692		0.41		193,686		311		0.21
Total core funding	7,736,725		38,923		0.67		7,210,932		18,174		0.34
Wholesale funding:
Brokered accounts (includes fee expense)	1,065,496		14,672		1.84		835,260		9,270		1.48
Other borrowings	1,391,810		27,769		2.63		2,017,027		21,052		1.38
Total wholesale funding	2,457,306		42,441		2.29		2,852,287		30,322		1.41
Total interest bearing liabilities	$	10,194,031	$	81,364	1.06	%	$	10,063,219	$	48,496	0.64	%
Non-interest bearing deposits	6,376,069						6,294,974
Other non-interest bearing liabilities	503,993						465,268
Stockholders' equity	2,950,438						2,626,093
Total liabilities and stockholders' equity	$	20,024,531					$	19,449,554
Net interest income/interest rate spread ⁽⁴⁾			$	483,615	3.31	%			$	469,362	3.47	%
Taxable equivalent adjustment			9,317						20,378
Net interest income, as reported			$	474,298					$	448,984
Net interest margin ⁽⁵⁾					3.66	%					3.56	%
Tax equivalent effect					0.08	%					0.16	%
Net interest margin on a fully tax equivalent basis ⁽⁵⁾					3.74	%					3.72	%


⁽¹⁾	Non-accrual loans are included in average loans.


⁽²⁾	Interest income includes amortization of deferred loan origination fees and costs.


⁽³⁾	Non-taxable loan and investment income is presented on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017.


⁽⁴⁾	Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.


⁽⁵⁾	Net interest margin represents net interest income as a percentage of average interest earning assets.

The tables below reflect the impact that the acquisition accounting loan discount accretion on acquired loans had on the loan yield and net interest margin on a fully tax equivalent basis for the periods indicated (dollars in thousands):



	3Q18							2Q18							3Q17
	Average Balance			Interest		Yield		Average Balance			Interest		Yield		Average Balance			Interest		Yield
Loan yield excluding acquisition accounting discount accretion on bank merger loans:
Total loans, as reported	$	13,821,710		$	169,299	4.82	%	$	13,839,023		$	161,921	4.64	%	$	13,609,653		$	152,838	4.42	%
Less acquisition accounting discount on non-PCI loans	(15,467		)	1,971				(17,584		)	2,267				(25,764		)	3,587
Less acquisition accounting discount on PCI loans	(13,315		)	2,579				(16,098		)	2,223				(28,347		)	4,315
Total loans, excluding acquisition accounting discount on bank merger loans	$	13,850,492		$	164,749	4.68	%	$	13,872,705		$	157,431	4.50	%	$	13,663,764		$	144,936	4.17	%

Net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans:
Total interest earning assets, as reported	$	17,070,198		$	164,914	3.81	%	$	17,274,824		$	162,198	3.73	%	$	17,183,299		$	163,604	3.76	%
Less acquisition accounting discount on non-PCI loans	(15,467		)	1,971				(17,584		)	2,267				(25,764		)	3,587
Less acquisition accounting discount on PCI loans	(13,315		)	2,579				(16,098		)	2,223				(28,347		)	4,315
Total interest earning assets/net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount on bank merger loans	$	17,098,980		$	160,364	3.70	%	$	17,308,506		$	157,708	3.62	%	$	17,237,410		$	155,702	3.56	%



	Nine Months Ended September 30,
	2018							2017
	Average Balance			Interest		Yield		Average Balance			Interest		Yield
Loan yield excluding acquisition accounting discount accretion on bank merger loans:
Total loans, as reported	$	13,855,213		$	486,782	4.65	%	$	13,169,448		$	428,258	4.30	%
Less acquisition accounting discount on non-PCI loans	(17,584		)	6,576				(30,083		)	12,426
Less acquisition accounting discount on PCI loans	(15,822		)	7,213				(33,843		)	9,334
Total loans, excluding acquisition accounting discount on bank merger loans	$	13,888,619		$	472,993	4.51	%	$	13,233,374		$	406,498	4.06	%

Net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans:
Total interest earning assets, as reported	$	17,137,434		$	483,615	3.74	%	$	16,708,229		$	469,362	3.72	%
Less acquisition accounting discount on non-PCI loans	(17,584		)	6,576				(30,083		)	12,426
Less acquisition accounting discount on PCI loans	(15,822		)	7,213				(33,843		)	9,334
Total interest earning assets/net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount on bank merger loans	$	17,170,840		$	469,826	3.62	%	$	16,772,155		$	447,602	3.53	%

NON-INTEREST INCOME

The following table presents non-interest income (in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Core non-interest income:
Key fee initiatives:
Lease financing revenue, net	$	25,205		$	22,918		$	24,710		$	23,620		$	23,148		$	72,833		$	62,967
Treasury management fees	15,226			15,066			15,156			15,234			14,508			45,448			43,696
Wealth management fees	9,089			8,969			9,121			9,024			8,702			27,179			25,720
Card fees	5,362			5,654			4,787			5,032			4,585			15,803			13,564
Capital markets and international banking fees	1,913			3,785			2,998			3,999			4,870			8,696			11,709
Total key fee initiatives	56,795			56,392			56,772			56,909			55,813			169,959			157,656
Mortgage banking revenue	9,916			18,926			25,047			22,374			28,242			53,889			86,850
Consumer and other deposit service fees	3,051			2,929			2,912			3,261			3,424			8,892			10,072
Brokerage fees	1,138			1,050			864			942			1,004			3,052			3,379
Loan service fees	2,103			2,148			2,245			2,197			2,114			6,496			6,120
Increase in cash surrender value of life insurance	1,298			1,272			1,108			1,511			1,321			3,678			3,910
Other operating income	4,714			5,610			4,445			2,616			3,104			14,769			8,296
Total core non-interest income	79,015			88,327			93,393			89,810			95,022			260,735			276,283
Non-core non-interest income:
Net (loss) gain on investment securities	(85		)	(86		)	(174		)	111			83			(345		)	451
Net loss on disposal of other assets	(32		)	(397		)	(357		)	(2,016		)	(180		)	(786		)	(307		)
Recovery of low to moderate income real estate investment ⁽¹⁾	—			—			—			1,006			210			—			698
Increase (decrease) in market value of assets held in trust for deferred compensation ⁽¹⁾	943			462			(60		)	912			796			1,345			2,426
Total non-core non-interest income	826			(21		)	(591		)	13			909			214			3,268
Total non-interest income	$	79,841		$	88,306		$	92,802		$	89,823		$	95,931		$	260,949		$	279,551


⁽¹⁾	Resides in other operating income in the consolidated statements of operations.

NON-INTEREST EXPENSE

The following table presents non-interest expense (in thousands):



														Nine Months Ended
														September 30,
	3Q18		2Q18		1Q18			4Q17			3Q17			2018		2017
Core non-interest expense: ⁽¹⁾
Salaries and employee benefits expense:
Salaries	$	56,234	$	63,157	$	64,587		$	62,465		$	61,992		$	183,978	$	180,692
Commissions	4,948		7,623		7,435			8,303			9,206			20,006		27,547
Bonus and stock-based compensation	12,373		12,853		12,055			13,332			11,911			37,281		36,754
Other salaries and benefits ⁽²⁾	20,826		21,873		21,940			20,153			20,922			64,639		60,359
Total salaries and employee benefits expense	94,381		105,506		106,017			104,253			104,031			305,904		305,352
Occupancy and equipment expense	15,801		16,450		17,394			16,727			15,382			49,645		45,700
Computer services and telecommunication expense	10,036		10,871		11,156			11,287			10,093			32,063		29,057
Advertising and marketing expense	3,154		3,342		3,837			3,266			2,558			10,333		8,964
Professional and legal expense	1,874		5,434		1,894			2,914			2,109			9,202		7,150
Other intangible amortization expense	1,854		1,896		1,902			1,979			2,038			5,652		6,214
Net loss (gain) recognized on other real estate owned (A)	62		879		(143		)	(151		)	84			798		1,397
Other real estate expense, net (A)	186		169		190			47			(170		)	545		51
Other operating expenses	20,071		23,039		21,919			23,450			22,702			65,029		68,442
Total core non-interest expense	147,419		167,586		164,166			163,772			158,827			479,171		472,327
Non-core non-interest expense: ⁽¹⁾
Merger related and repositioning expenses (B)	13,927		24,944		644			944			1,579			39,515		9,003
One-time bonuses	—		—		—			2,700			—			—		—
Branch exit and facilities impairment charges	—		—		—			—			1,759			—		1,759
Loss on extinguishment of debt ⁽³⁾	6,255		—		3,136			—			—			9,391		—
Contribution to MB Financial Charitable Foundation (C)	—		—		—			7,500			—			—		—
Increase (decrease) in market value of assets held in trust for deferred compensation (D)	943		462		(60		)	912			796			1,345		2,426
Total non-core non-interest expense	21,125		25,406		3,720			12,056			4,134			50,251		13,188
Total non-interest expense	$	168,544	$	192,992	$	167,886		$	175,828		$	162,961		$	529,422	$	485,515


⁽¹⁾	Letters denote the corresponding line items where these items reside in the consolidated statements of operations as follows: A – Net loss (gain) recognized on other real estate owned and other related expense, B – See merger related and repositioning expenses table below, C – Other operating expenses, and D – Salaries and employee benefits.


⁽²⁾	Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.


⁽³⁾	Includes losses on the extinguishment of junior subordinated notes issued to capital trusts in the first and third quarters of 2018.

The following table presents the detail of merger related and repositioning expenses (in thousands):



													Nine Months Ended
													September 30,
	3Q18		2Q18		1Q18		4Q17			3Q17			2018		2017
Merger related and repositioning expenses ⁽¹⁾:
Salaries and employee benefits expense	$	6,561	$	17,510	$	557	$	1,382		$	988		$	24,628	$	2,154
Occupancy and equipment expense	316		1		35		119			—			352		10
Computer services and telecommunication expense	2,648		—		—		17			(31		)	2,648		230
Advertising and marketing expense	278		—		26		5			—			304		—
Professional and legal expense	712		3,453		4		43			—			4,169		100
Branch exit and facilities impairment charges ⁽²⁾	3,292		340		—		(327		)	1,014			3,632		6,921
Contingent consideration expense ⁽³⁾	—		—		—		(454		)	—			—		—
Goodwill impairment loss ⁽⁴⁾	—		3,623		—		—			—			3,623		—
Other operating expenses	120		17		22		159			(392		)	159		(412		)
Total merger related and repositioning expenses	$	13,927	$	24,944	$	644	$	944		$	1,579		$	39,515	$	9,003

⁽¹⁾

Includes costs incurred in connection with the pending merger with Fifth Third, the discontinuation of our national mortgage origination business, the mortgage banking acquisition (completed in the fourth quarter of 2017), and the American Chartered merger (completed in 2016). For the third quarter of 2018, approximately $10 million relates to the discontinuation of our national mortgage origination business and approximately $4 million relates to the pending merger with Fifth Third. For the second quarter of 2018, approximately $19 million relates to the discontinuation of our national mortgage origination business and approximately $6 million relates to the pending merger with Fifth Third.

⁽²⁾

Includes the following items: exit charges related to the closing of 34 of our mortgage retail offices in the third quarter of 2018; exit charges related to the closing of five of our mortgage retail offices in the second quarter of 2018; gains on previously closed branch facilities in the fourth quarter of 2017; costs associated with office space reconfiguration in the third quarter of 2017; and exit charges on branches closed in the second quarter of 2017 due to the American Chartered merger.


⁽³⁾	Includes an increase in our contingent consideration accrual for our acquisition of Celtic Leasing Corp. as a result of stronger lease residual performance than previously estimated. Also includes a decrease in our contingent consideration accrual for our acquisition of MSA Holdings, LLC. Resides in other operating expenses in the consolidated statements of operations.


⁽⁴⁾	Reflects the goodwill impairment charge at the Mortgage Banking Segment in the second quarter of 2018.

INCOME TAX EXPENSE

The following table presents information on our income tax rate (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Income before income taxes - as reported	$	51,642		$	48,164		$	70,789		$	63,745		$	85,400		$	170,595		$	225,070
Tax at Federal statutory rate (21% for 2018 and 35% for 2017)	10,845			10,114			14,866			22,310			29,890			35,825			78,775

Increase (decrease) due to:
Tax exempt income, net	(2,653		)	(2,681		)	(2,639		)	(4,673		)	(4,665		)	(7,973		)	(14,379		)
State tax expense (benefit), net of Federal impact	2,846			2,593			3,964			3,103			4,101			9,403			9,592
Other items, net	198			931			586			1,131			(802		)	1,715			266
Tax expense before discrete items	11,236			10,957			16,777			21,871			28,524			38,970			74,254
Income tax rate before discrete items (effective tax rate)	21.8		%	22.7		%	23.7		%	34.3		%	33.4		%	22.8		%	33.0		%

Discrete tax expense (benefit) items ⁽¹⁾	(154		)	(483		)	(201		)	1,919			(1,643		)	(838		)	(4,602		)
Discrete tax benefit corporate Federal tax rate changes ⁽²⁾	(2,154		)	(843		)	(2,544		)	(104,239		)	—			(5,541		)	—
Discrete tax benefit corporate state tax rate changes ⁽³⁾	—			—			—			—			(2,324		)	—			(2,324		)
Discrete tax expense (benefit) merger related items ⁽⁴⁾	—			—			—			—			—			—			(2,104		)
Income tax expense - as reported	$	8,928		$	9,631		$	14,032		$	(80,449	)	$	24,557		$	32,591		$	65,224
Income tax rate	17.3		%	20.0		%	19.8		%	(126.2		)%	28.8		%	19.1		%	29.0		%


⁽¹⁾	Includes tax benefits on the vesting of restricted shares, exercise of options, and other compensation as well as non-deductible merger expenses and the $2.1 million increase in state income tax accruals due to income allocation to high income tax rate jurisdictions for the fourth quarter of 2017.


⁽²⁾	Includes the impact of the Federal income tax rate decrease due to the TCJ Act (enacted on December 22, 2017) on our net deferred tax liabilities.


⁽³⁾	Includes tax benefit due to the impact of the Illinois state income tax rate increase (effective July 1, 2017) on our deferred tax assets.


⁽⁴⁾	Includes reversals of a tax liability no longer needed specifically related to two entities we acquired and certain non-deductible merger related items.

NON-GAAP FINANCIAL INFORMATION

This document contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP). These measures include operating earnings, operating earnings excluding the Mortgage Banking Segment, core non-interest income, core non-interest income to revenues (including and excluding Mortgage Banking Segment) (with non-core items excluded from both core non-interest income and revenues), core non-interest expense, non-core non-interest income, and non-core non-interest expense, net interest income on a fully tax equivalent basis, net interest margin on a fully tax equivalent basis, net interest margin on a fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans, efficiency ratio (including and excluding Mortgage Banking Segment), and the ratio of annualized net non-interest expense to average assets with net gains and losses on investment securities, net losses on disposal of other assets, recovery of low to moderate income real estate investment, and increase and decrease in market value of assets held in trust for deferred compensation excluded from the non-interest income components of these ratios and branch exit and facilities impairment charges, merger related and repositioning expenses, one-time bonuses, loss on extinguishment of debt, increase and decrease in market value of assets held in trust for deferred compensation, and contribution to MB Financial Charitable Foundation excluded from the non-interest expense components of these ratios, with tax equivalent adjustment for tax-exempt interest income and increase in cash surrender value of life insurance, as applicable; ratios of tangible equity to tangible assets, tangible common equity to tangible assets, and tangible common equity to risk-weighted assets; tangible book value per common share; annualized operating return, excluding Mortgage Banking Segment, on average assets, annualized operating return, excluding Mortgage Banking Segment, on average common equity, annualized cash return, excluding Mortgage Banking Segment, on average tangible common equity, and annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity. Our management uses these non-GAAP measures, together with the related GAAP measures, in its analysis of our performance and in making business decisions. Management also uses these measures for peer comparisons.

Management believes that operating earnings, operating earnings excluding Mortgage Banking Segment, core and non-core non-interest income, and core and non-core non-interest expense are useful in assessing our core operating performance and in understanding the primary drivers of our non-interest income and non-interest expense when comparing periods.

Management believes that operating earnings adjusted for merger related and repositioning expenses is a useful measure because it excludes expenses that can significantly fluctuate from acquisition to acquisition. In addition, management believes that excluding these expenses provides investors and analysts a measure to better understand the Company's primary operations when comparing the periods presented in the earnings release.

The tax equivalent adjustment to net interest income, net interest margin, tax-exempt interest income, and increase in cash surrender value of life insurance recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a Federal tax rate of 21% for 2018 and 35% for 2017. Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax equivalent basis, and accordingly believes that providing these measures may be useful for peer comparison purposes. For the same reasons, management believes that the tax equivalent adjustments to tax-exempt interest income and increase in cash surrender value of life insurance are useful.

Management also believes that by excluding net gains and losses on investment securities, net losses on disposal of other assets, recovery of low to moderate income real estate investment, and increase and decrease in market value of assets held in trust for deferred compensation from the non-interest income components, and excluding branch exit and facilities impairment charges, merger related and repositioning expenses, one-time bonuses, loss on extinguishment of debt, increase and decrease in market value of assets held in trust for deferred compensation, and contribution to MB Financial Charitable Foundation from the non-interest expense components, of the efficiency ratio and the ratio of annualized net non-interest expense to average assets, these ratios better reflect our core operating performance, as the excluded items do not pertain to our core business operations and their exclusion makes these ratios more meaningful when comparing our operating results from period to period.

The other measures exclude the acquisition-related goodwill and other intangible assets, net of tax benefit, in determining tangible assets, tangible equity, tangible common equity, and average tangible common equity and exclude other intangible amortization expense, net of tax benefit, in determining net cash flow available to common stockholders. Management believes the presentation of these other financial measures, excluding the impact of such items, provides useful supplemental information that is helpful in understanding our financial results, as they provide a method to assess management’s success in utilizing our tangible capital, as well as our capital strength. Management also believes that providing measures that exclude balances of acquisition-related goodwill and other intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that these are standard financial measures used in the banking industry to evaluate performance.

The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reconciliations of net interest margin on a fully tax equivalent basis to net interest margin and net interest margin on a fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans to net interest margin are contained in the tables under "Net Interest Margin." A reconciliation of tangible book value per common share to book value per common share is contained in the "Selected Financial Data" table. Reconciliations of core and non-core non-interest income and non-interest expense to non-interest income and non-interest expense are contained in the tables under "Non-interest Income" and "Non-interest Expense."

The following table presents a reconciliation of tangible equity to stockholders' equity (in thousands):



	9/30/2018		6/30/2018		3/31/2018		12/31/2017		9/30/2017
Stockholders' equity - as reported	$	2,965,329	$	2,948,693	$	2,934,347	$	3,009,823	$	2,692,092
Less goodwill	999,925		999,925		1,003,548		1,003,548		999,925
Less other intangible assets, net of tax benefit	35,976		37,334		38,723		40,116		36,884
Tangible equity	$	1,929,428	$	1,911,434	$	1,892,076	$	1,966,159	$	1,655,283

The following table presents a reconciliation of tangible assets to total assets (in thousands):



	9/30/2018		6/30/2018		3/31/2018		12/31/2017		9/30/2017
Total assets - as reported	$	19,719,971	$	19,966,557	$	20,167,523	$	20,086,940	$	20,116,535
Less goodwill	999,925		999,925		1,003,548		1,003,548		999,925
Less other intangible assets, net of tax benefit	35,976		37,334		38,723		40,116		36,884
Tangible assets	$	18,684,070	$	18,929,298	$	19,125,252	$	19,043,276	$	19,079,726

The following table presents a reconciliation of tangible common equity to common stockholders' equity (in thousands):



	9/30/2018		6/30/2018		3/31/2018		12/31/2017		9/30/2017
Common stockholders' equity - as reported	$	2,770,610	$	2,753,974	$	2,739,628	$	2,699,824	$	2,576,812
Less goodwill	999,925		999,925		1,003,548		1,003,548		999,925
Less other intangible assets, net of tax benefit	35,976		37,334		38,723		40,116		36,884
Tangible common equity	$	1,734,709	$	1,716,715	$	1,697,357	$	1,656,160	$	1,540,003

The following table presents a reconciliation of average tangible common equity to average common stockholders’ equity (in thousands):



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Average common stockholders' equity - as reported	$	2,759,685	$	2,740,997	$	2,708,911	$	2,579,896	$	2,546,744	$	2,736,717	$	2,510,533
Less average goodwill	999,925		1,001,119		1,003,548		1,001,027		999,925		1,001,517		1,000,281
Less average other intangible assets, net of tax benefit	36,433		37,804		39,212		36,049		37,346		37,807		38,734
Average tangible common equity	$	1,723,327	$	1,702,074	$	1,666,151	$	1,542,820	$	1,509,473	$	1,697,393	$	1,471,518

The following table presents a reconciliation of net cash flow available to common stockholders to net income available to common stockholders (in thousands):



											Nine Months Ended
											September 30,
	3Q18		2Q18		1Q18		4Q17		3Q17		2018		2017
Net income available to common stockholders - as reported	$	39,714	$	35,533	$	68,937	$	142,194	$	58,841	$	144,184	$	153,839
Plus other intangible amortization expense, net of tax benefit	1,358		1,389		1,393		1,286		1,325		4,140		4,039
Net cash flow available to common stockholders	$	41,072	$	36,922	$	70,330	$	143,480	$	60,166	$	148,324	$	157,878

The following table presents a reconciliation of net income to operating earnings, excluding Mortgage Banking Segment (in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Net income - as reported	$	42,714		$	38,533		$	56,757		$	144,194		$	60,843		$	138,004		$	159,846
Less non-core items:
Net (loss) gain on investment securities	(85		)	(86		)	(174		)	111			83			(345		)	451
Net loss on disposal of other assets	(32		)	(397		)	(357		)	(2,016		)	(180		)	(786		)	(307		)
Recovery of low to moderate income real estate investment	—			—			—			1,006			210			—			698
Increase (decrease) in market value of assets held in trust for deferred compensation - other operating income	943			462			(60		)	912			796			1,345			2,426
Merger related and repositioning expenses	(13,927		)	(24,944		)	(644		)	(944		)	(1,579		)	(39,515		)	(9,003		)
One-time bonuses	—			—			—			(2,700		)	—			—			—
Branch exit and facilities impairment charges	—			—			—			—			(1,759		)	—			(1,759		)
Loss on extinguishment of debt	(6,255		)	—			(3,136		)	—			—			(9,391		)	—
Contribution to MB Financial Charitable Foundation	—			—			—			(7,500		)	—			—			—
(Increase) decrease in market value of assets held in trust for deferred compensation - other operating expense	(943		)	(462		)	60			(912		)	(796		)	(1,345		)	(2,426		)
Total non-core items	(20,299		)	(25,427		)	(4,311		)	(12,043		)	(3,225		)	(50,037		)	(9,920		)
Income tax expense on non-core items	(5,256		)	(5,905		)	(1,153		)	(4,618		)	(1,283		)	(12,314		)	(3,940		)
Income tax expense - other ⁽¹⁾	(2,154		)	(843		)	(2,544		)	(104,239		)	—			(5,541		)	(2,104		)
Non-core items, net of tax	(12,889		)	(18,679		)	(614		)	96,814			(1,942		)	(32,182		)	(3,876		)
Operating earnings	55,603			57,212			57,371			47,380			62,785			170,186			163,722
Operating earnings (loss) - Mortgage Banking Segment	1,067			(3,359		)	(295		)	(815		)	2,217			(2,587		)	6,309
Operating earnings, excluding Mortgage Banking Segment	54,536			60,571			57,666			48,195			60,568			172,773			157,413
Dividends on preferred shares	3,000			3,000			3,100			2,000			2,002			9,100			6,007
Operating earnings, excluding Mortgage Banking Segment, available to common stockholders	$	51,536		$	57,571		$	54,566		$	46,195		$	58,566		$	163,673		$	151,406
Diluted earnings per common share - as reported	$	0.47		$	0.42		$	0.81		$	1.67		$	0.69		$	1.69		$	1.81
Impact of return from preferred stockholders due to redemption	—			—			(0.18		)	—			—			(0.18		)	—
Impact of non-core items, net of tax	0.14			0.22			0.01			(1.14		)	0.03			0.38			0.05
Impact of excluding operating (loss) earnings - Mortgage Banking Segment	(0.01		)	0.04			—			0.01			(0.03		)	0.03			(0.07		)
Diluted operating earnings per common share, excluding Mortgage Banking Segment	$	0.60		$	0.68		$	0.64		$	0.54		$	0.69		$	1.92		$	1.79
Weighted average common shares outstanding for diluted operating earnings per common share	85,335,109			85,251,810			84,896,401			84,964,759			84,779,797			85,162,220			84,775,952

⁽¹⁾

The first three quarters of 2018 and fourth quarter of 2017 include the reversal of deferred tax liabilities as a result of the decrease in Federal income tax rate effective January 1, 2018 due to the TCJ Act. The third quarter of 2018 reversal of $2.2 million was recognized at the Banking Segment. The second quarter of 2018 reversal of $843 thousand was recognized as follows: $429 thousand of expense at the Banking Segment and $1.3 million reversal at the Leasing Segment. The first quarter 2018 reversal of $2.5 million was recognized at the Leasing Segment. The fourth quarter 2017 reversal of $104.2 million was recognized as follows: $6.5 million at our Banking Segment, $65.3 million at our Leasing Segment, and $32.4 million

at our Mortgage Banking Segment. The nine months ended September 30, 2017 include reversals of tax liabilities no longer needed specifically related to two entities we acquired.

The following table presents a reconciliation of net income to operating earnings for our operating segments (in thousands):



															Nine Months Ended
															September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17		2018			2017
Banking Segment:
Net income - as reported	$	41,662		$	47,893		$	46,550		$	43,435		$	52,584	$	136,105		$	137,437
Non-core items, net of tax	5,738			5,714			2,550			298			1,942		14,002			3,876
Operating earnings	$	47,400		$	53,607		$	49,100		$	43,733		$	54,526	$	150,107		$	141,313

Leasing Segment:
Net income - as reported	$	7,136		$	8,236		$	11,110		$	69,783		$	6,042	$	26,482		$	16,100
Non-core items, net of tax	—			(1,272		)	(2,544		)	(65,321		)	—		(3,816		)	—
Operating earnings	$	7,136		$	6,964		$	8,566		$	4,462		$	6,042	$	22,666		$	16,100

Mortgage Banking Segment:
Net (loss) income - as reported	$	(6,084	)	$	(17,596	)	$	(903	)	$	30,976		$	2,217	$	(24,583	)	$	6,309
Non-core items, net of tax	7,151			14,237			608			(31,791		)	—		21,996			—
Operating earnings (loss)	$	1,067		$	(3,359	)	$	(295	)	$	(815	)	$	2,217	$	(2,587	)	$	6,309

The following table presents the efficiency ratio calculation (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Non-interest expense	$	168,544		$	192,992		$	167,886		$	175,828		$	162,961		$	529,422		$	485,515
Less merger related and repositioning expenses	13,927			24,944			644			944			1,579			39,515			9,003
Less loss on extinguishment of debt	6,255			—			3,136			—			—			9,391			—
Less one-time bonuses	—			—			—			2,700			—			—			—
Less branch exit and facilities impairment charges	—			—			—			—			1,759			—			1,759
Less contribution to MB Financial Charitable Foundation	—			—			—			7,500			—			—			—
Less (decrease) increase in market value of assets held in trust for deferred compensation	943			462			(60		)	912			796			1,345			2,426
Non-interest expense - as adjusted	$	147,419		$	167,586		$	164,166		$	163,772		$	158,827		$	479,171		$	472,327

Net interest income	$	161,848		$	159,069		$	153,381		$	153,393		$	156,947		$	474,298		$	448,984
Tax equivalent adjustment	3,066			3,129			3,122			6,483			6,657			9,317			20,378
Net interest income on a fully tax equivalent basis	164,914			162,198			156,503			159,876			163,604			483,615			469,362
Plus non-interest income	79,841			88,306			92,802			89,823			95,931			260,949			279,551
Plus tax equivalent adjustment on the increase in cash surrender value of life insurance	345			338			295			814			711			978			2,105
Less net (loss) gain on investment securities	(85		)	(86		)	(174		)	111			83			(345		)	451
Less net loss on disposal of other assets	(32		)	(397		)	(357		)	(2,016		)	(180		)	(786		)	(307		)
Less recovery of low to moderate income real estate investment	—			—			—			1,006			210			—			698
Less (decrease) increase in market value of assets held in trust for deferred compensation	943			462			(60		)	912			796			1,345			2,426
Non-interest income - as adjusted	79,360			88,665			93,688			90,624			95,733			261,713			278,388
Total revenue - as adjusted and on a fully tax equivalent basis	$	244,274		$	250,863		$	250,191		$	250,500		$	259,337		$	745,328		$	747,750
Efficiency ratio	60.35		%	66.80		%	65.62		%	65.38		%	61.24		%	64.29		%	63.17		%
Efficiency ratio (without adjustments)	69.74		%	78.02		%	68.20		%	72.29		%	64.44		%	72.01		%	66.64		%

The following table presents the efficiency ratio, excluding the Mortgage Banking Segment calculation (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Non-interest expense - as adjusted ⁽¹⁾	$	147,419		$	167,586		$	164,166		$	163,772		$	158,827		$	479,171		$	472,327
Less Mortgage Banking Segment non-interest expense	16,183			33,611			35,928			34,397			35,449			85,722			106,515
Non-interest expense - as adjusted, less Mortgage Banking Segment	$	131,236		$	133,975		$	128,238		$	129,375		$	123,378		$	393,449		$	365,812

Total revenue - as adjusted and on a fully tax equivalent basis ⁽¹⁾	$	244,274		$	250,863		$	250,191		$	250,500		$	259,337		$	745,328		$	747,750
Less Mortgage Banking Segment net interest income	7,685			10,106			10,428			10,611			11,373			28,219			31,365
Less Mortgage Banking Segment non-interest income	9,929			18,937			25,048			22,374			28,243			53,914			86,851
Net interest income plus non-interest income - as adjusted, less Mortgage Banking Segment	$	226,660		$	221,820		$	214,715		$	217,515		$	219,721		$	663,195		$	629,534
Efficiency ratio, excluding Mortgage Banking Segment	57.90		%	60.40		%	59.72		%	59.48		%	56.15		%	59.33		%	58.11		%


⁽¹⁾	See "Efficiency Ratio Calculation" table for reconciliation of this item.

The following table presents the annualized net non-interest expense to average assets ratio calculation (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Non-interest expense - as adjusted ⁽¹⁾	$	147,419		$	167,586		$	164,166		$	163,772		$	158,827		$	479,171		$	472,327
Less non-interest income - as adjusted ⁽¹⁾	79,360			88,665			93,688			90,624			95,733			261,713			278,388
Net non-interest expense - as adjusted	$	68,059		$	78,921		$	70,478		$	73,148		$	63,094		$	217,458		$	193,939
Average assets	$	19,977,423		$	20,157,187		$	19,938,557		$	20,166,673		$	19,945,855		$	20,024,531		$	19,449,554
Annualized net non-interest expense to average assets	1.35		%	1.57		%	1.43		%	1.44		%	1.25		%	1.45		%	1.33		%
Annualized net non-interest expense to average assets (without adjustments)	1.76		%	2.08		%	1.53		%	1.69		%	1.33		%	1.79		%	1.42		%


⁽¹⁾	See "Efficiency Ratio Calculation" table for reconciliation of this item.

The following table presents the core non-interest income to revenues ratio calculation (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Non-interest income - as adjusted ⁽¹⁾	$	79,360		$	88,665		$	93,688		$	90,624		$	95,733		$	261,713		$	278,388
Total revenue - as adjusted and on a fully tax equivalent basis ⁽¹⁾	$	244,274		$	250,863		$	250,191		$	250,500		$	259,337		$	745,328		$	747,750
Core non-interest income to revenues ratio	32.49		%	35.34		%	37.45		%	36.18		%	36.91		%	35.11		%	37.23		%
Non-interest income to revenues ratio (without adjustments)	33.03		%	35.70		%	37.70		%	36.93		%	37.94		%	35.49		%	38.37		%


⁽¹⁾	See "Efficiency Ratio Calculation" table for reconciliation of this item.

The following table presents the core non-interest income to revenues ratio, excluding the Mortgage Banking Segment calculation (dollars in thousands):



																Nine Months Ended
																September 30,
	3Q18			2Q18			1Q18			4Q17			3Q17			2018			2017
Non-interest income - as adjusted ⁽¹⁾	$	79,360		$	88,665		$	93,688		$	90,624		$	95,733		$	261,713		$	278,388
Less Mortgage Banking Segment non-interest income	9,929			18,937			25,048			22,374			28,243			53,914			86,851
Non-interest income - as adjusted, less Mortgage Banking Segment	$	69,431		$	69,728		$	68,640		$	68,250		$	67,490		$	207,799		$	191,537

Total revenue - as adjusted and on a fully tax equivalent basis ⁽¹⁾	$	244,274		$	250,863		$	250,191		$	250,500		$	259,337		$	745,328		$	747,750
Less Mortgage Banking Segment net interest income	7,685			10,106			10,428			10,611			11,373			28,219			31,365
Less Mortgage Banking Segment non-interest income	9,929			18,937			25,048			22,374			28,243			53,914			86,851
Total revenue - as adjusted and on a fully tax equivalent basis, less Mortgage Banking Segment	$	226,660		$	221,820		$	214,715		$	217,515		$	219,721		$	663,195		$	629,534

Core non-interest income to revenues ratio, excluding Mortgage Banking Segment	30.63		%	31.43		%	31.97		%	31.38		%	30.72		%	31.33		%	30.43		%


⁽¹⁾	See "Efficiency Ratio Calculation" table for reconciliation of this item.